Independent
Tenure on this board
4.4 yrs
2 nominees · 3 ballot items.
Election of two Class II directors (Brady Stewart and Vikram Malik); ratification of Ernst & Young LLP as independent auditor for 2026; and an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers (say-on-pay).
Elect Brady Stewart and Vikram Malik as Class II directors to serve until the 2029 annual meeting and until their successors are duly elected and qualified.
Ratify the audit committee’s appointment of Ernst & Young LLP as Evolus’ independent registered public accounting firm for the year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This proposal asks stockholders to cast an advisory (non-binding) vote approving the Company’s executive compensation disclosures and overall pay program for its named executive officers. Management and the board seek shareholder endorsement to affirm their pay-for-performance philosophy and to signal continuing support for compensation design, which relies heavily on long‑term equity (RSUs, PRSUs and options) and performance-based bonuses tied to revenue and non‑GAAP operating profit; the proxy discloses that a substantial portion of NEO compensation is ‘at risk’ and that the compensation committee engaged an independent consultant (Radford) and used a peer group to set pay. The proxy also documents that the committee adjusted 2025 incentive goals mid-year in response to market conditions—reducing maximum payout and resetting revenue thresholds—and applied negative discretion to lower final annual cash payouts from a 60% formulaic result to a 55% actual payout, demonstrating active oversight of payouts. The board emphasizes governance safeguards such as an independent compensation committee, a clawback policy, prohibitions on pledging and hedging, and limits on option repricing, which it cites in recommending a FOR vote. From an analyst perspective, the material questions include whether the equity-heavy structure and multi-year performance metrics sufficiently align management and shareholder interests given mid-year target resets and negative discretion application, and whether disclosed protections (clawback, independent consultant, committee composition) mitigate risk of excessive risk-taking. The advisory vote is non-binding, so a FOR result would be a signal of shareholder support but would not legally constrain future compensation decisions; conversely, a negative vote would likely prompt the compensation committee to reassess program design. Company‑specific context relevant to evaluation includes the Company’s 2025 revenue results (approximately $297.2 million), the use of PRSUs with two-year revenue/non‑GAAP profit goals, a recent history of strong shareholder support for say-on-pay (approx. 96% approval in 2025), and the committee’s demonstrated willingness to exercise discretion. Overall, the proposal centers on validating the compensation framework that the board argues aligns pay with performance, while investors should weigh the trade-offs of significant equity grants, multi-year and market-resettable targets, and the non-binding nature of the vote when assessing governance quality and alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Nantahala Capital Management, LLC | 9.7% | 6,376,857 | $26M |
| 2 | BRAIDWELL LP | 4.7% | 3,105,209 | $13M |
| 3 | Frazier Life Sciences Management, L.P. | 4.0% | 2,630,665 | $11M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 2,470,408 | $10M |
| 5 | Soleus Capital Management, L.P. | 3.4% | 2,245,360 | $9M |
| 6 | BlackRock, Inc. | 3.3% | 2,172,627 | $9M |
| 7 | Stonepine Capital Management, LLC | 2.7% | 1,759,091 | $7M |
| 8 | BlackRock, Inc. | 2.5% | 1,615,588 | $7M |
| 9 | MILLENNIUM MANAGEMENT LLC | 2.2% | 1,461,159 | $6M |
| 10 | ARMISTICE CAPITAL, LLC | 2.1% | 1,396,000 | $6M |
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